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Auditor Report of Margo Finance Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of the Company Margo Finance Limited ('the Company'), which comprises the Balance Sheet as at 31st March, 2015, Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the Act') with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. These responsibilities also include maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provision of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provision of the Act and Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statement that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015 and its loss and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Matters

1. As required by the Companies (Auditors' Report) Order, 2015 issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, We report that:

(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) the Balance Sheet, the Statement of Profit and Loss, and the Cash Flows Statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the aforesaid financial statement comply with the Accounting Standards specified under Section 133 of the Act, read with the Rule 7 of the Companies (Accounts) Rules, 2014;

(e) on the basis of written representations received from the directors as on March 31, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the other matters to be included in Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanation given to us :

(i) There are no pending litigation affecting financial position hence no disclosure is required to be made.

(ii) There are no long term contracts including derivatives contracts hence no provision is required to be made.

(iii) The clause is not applicable as there is no amount required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors' Report

(i) (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, all the fixed assets have been physically verified by the management according to a regular program, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

(ii) There is no inventory, therefore the clause no. (ii) (a), (b) and (c) of the order are not applicable to the Company.

(iii) The Company has granted loans to parties covered in the register maintained under Section 189 of the Companies Act, 2013. The total amount outstanding on 31-03-2015 was nil. The maximum amount outstanding during the year was Rs. 1,800,000/-.

(a) According to the information and explanations given to us, parties to whom loans have been granted have repaid the principal amount as per stipulation, wherever applicable.

(b) According to the information and explanations given to us and on the basis of examination of records of the Company, Company has taken reasonable steps for recovery of principal and interest where overdue amount is more than rupees one lakh.

(iv) According to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and for rendering of services. During the course of our audit, no major weakness has been noticed in the internal controls.

(v) According to the information given to us, the Company has not accepted any deposits from the public.

(vi) The provisions of Section 148(1) of the Companies Act, 2013 regarding maintenance of cost records are not applicable to the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other statutory dues to the extent applicable, have generally been regularly deposited.

(b) According to the information and explanations given to us, the Company does not have any Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess which have not been deposited with the appropriate authority on account of any dispute.

(c) According to the information and explanations given to us and based on our examination of records of the Company, there is no amount which required to be transferred to Investor Education and Protection Fund.

(viii) The Company does not have any accumulated losses at the end of the financial year. The Company has not incurred any cash losses during the current financial year whereas the Company had incurred cash losses in the immediate preceding financial year.

(ix) According to information and explanations given to us, the Company has not defaulted in repayment of dues to bank and financial institutions.

(x) According to the information and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

(xi) According to the information and explanations given to us and on an overall examination of records of the Company, we report that Company has not raised any term loan during the year.

(xii) Based on the audit procedures performed and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For AVK & ASSOCIATES Chartered Accountants Firm Registration No. 002638N

Parul Gupta Place : Delhi Partner Dated : 14th May, 2015 FCA-095539


Mar 31, 2014

We have audited the accompanying financial statements of the Company Margo Finance Limited ("the Company"), which comprises the Balance Sheet as at 31st March, 2014, Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the general circular 15/2013 dated 13 September, 2013 of Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenances of internal control relevant to the preparation of the financial statements give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the said financial statements give the information required by the Act in the manner so required for the companies and give a true and fair view in conformity with the accounting principles generally accepted in India :

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

(ii) in the case of the Profit and Loss Account, of loss for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of cash flows for the year ended on that date.

Report on other Legal and Regulatory Matters

1. As required by the Companies (Auditors'' Report) Order, 2003 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in the said order.

2. As required by Section 227(3) of the Act, We report that:

(a) we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit.

(b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

(c) the Balance Sheet and the Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

(d) in our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies, Act, 2013.

(e) on the basis of written representations received from the directors as on March 31, 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

Annexure referred to in paragraph 5 of the Independent Auditor''s Report to the Members of Margo Finance Limited on the accounts for the year ended 31st March, 2014.

(i) (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, all the fixed assets have been physically verified by the management according to a regular program, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

(c) There was no substantial disposal of fixed assets during the year affecting the going concern assumption.

(ii) There is no inventory, therefore the clause no. (ii) (a), (b) and (c) of the order are not applicable to the Company.

(iii) a) According to the information and explanation given to us the Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b) The Company has granted loans to two bodies corporate covered in the register maintained under Section 301 of the Companies Act, 1956. The Maximum amount outstanding during the year was Rs. 1,00,95,000 and the year end balance of such loans amounted to Rs. Nil. Other than above the company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

c) In our opinion, rate of interest and other terms and conditions on which the loans have been received and granted are not prima facie prejudicial to the interest of the Company. Parties to whom loans have been granted have repaid the principal amount as per stipulation, wherever applicable.

(iv) According to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets. During the course of our audit, no major weakness has been noticed in the internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) According to the information given to us, the Company has not accepted any deposits from the public.

(vii) According to the information and explanation given to us, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

(viii) The provisions of Section 209(1 )(d) of the Companies Act, 1956 regarding maintenance of cost records are not applicable to the Company.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax and other statutory dues to the extent applicable, have generally been regularly deposited.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues were in arrears as at 31 March, 2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, the Company does not have any Sales tax, Wealth tax, Service tax, Customs duty, Excise duty and cess which have not been deposited with the appropriate authority on account pf any dispute.

(x) The Company does not have any accumulated losses at the end of the financial year. The Company has not incurred any cash losses during the current financial year. In the immediate preceding financial year the Company incurred cash losses.

(xi) According to information and explanations given to us, the Company has not defaulted in payment of dues to Bank and financial institutions.

(xii) According to the information and explanations given to us, the Company has not granted any loan and advance on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) According to the information and explanations given to us, the Company is neither a chit fund nor nidhi / mutual benefit fund / society and hence clause 4 (xiii) of the Order is not applicable to the Company.

(xiv) According to the information and explanations given to us and based on our examination of records, we are of the opinion that the Company has maintained proper records of the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other securities have been held by the Company in it''s own name.

(xv) According to the information and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

(xvi) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

(xvii)The Company has not made any preferential allotment of shares to companies / firms / parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(xviii)The Company did not have any outstanding debentures during the year.

(xix) The Company has not raised any money by public issue during the year.

(xx) Based on the audit procedures performed and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For AVK & ASSOCIATES

Chartered Accountants Firm Registration No. 002638N

Parul Gupta

Place : Delhi Partner

Dated : 15th May, 2014 Membership No. 095539


Mar 31, 2012

We have audited the attached Balance Sheet of MARGO FINANCE LIMITED as at March 31. 2012, the Profit & Loss Account and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors' Report) Order, 2003 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in the said order.

Further to our comments in annexure referred to in paragraph 1 above :

i) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

ii) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of the said books.

iii) The Balance Sheet, Cash Flow Statement and the Profit & Loss Account referred to in this report are in agreement with the books of account.

iv) In our opinion the Balance Sheet, Cash Flow Statement and the Profit & Loss Account comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act. 1956.

v) In our opinion, and based on information and explanations given to us none of the directors are disqualified as on 31st March, 2012 from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view :

a) In the case of Balance Sheet, of the State of affairs of the Company as at 31st March, 2012.

b) In the case of Profit & Loss Account, of the profit of the Company for the year ended on that date.

c) In the case of Cash Flow Statement of cash flows for the year ended on that date.

(i) (a) The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, all the fixed assets have been physically verified by the management according to a regular program, which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

(c) There was no substantial disposal of fixed assets during the year affecting the going concern assumption.

(in There is no inventory except the stocks under finance agreement, therefore the clause no. (ii) (a), (b) and (c) of the order are not applicable to the company

(iii) The company has not received unsecured loans from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 however the company has granted unsecured loans to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 details of which are furnished hereunder:

a) Following are the' particulars of unsecured loans granted by the company.

S. Name of Opening Loan No the Party Balance granted (Rs. in (Rs. in Lacs) Lacs)

1. Rini Investment

& Finance Pvt Ltd. 0.70 Nil

2. Skyrise Properties

Private Limited 118.00* Nil

Loan Closing Maximum S Name of No the party received Balance Balance (Rs. in (Rs. in (Rs. in Lacs) Lacs) Lacs)

1. Rini Investment & Finance Pvt Ltd 0.70 Nil 0.70

2. Skyrise Properties Private Limited Nil 118.00' 118.00'

* does not Include Interest debited & recovered / recoverable

In our opinion, rate of interest and other terms and conditions on which the loans have been received and granted are not prima facie prejudicial to the interest of the company.

Parties to whom loans have been granted have repaid the principal amount as per stipulation, wherever applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets. During the course of our audit, no major weakness has been noticed in the internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered in the register maintained under section 301 of the Companies Act. 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information given to us, the company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules. 1975.

(vii) In our opinion, the company has an adequate internal audit system commensurate with the size and the nature of its business.

(viii) The provisions of Section 209(1 )(d) of the Companies Act, 1956 regarding maintenance of cost records are not applicable to the company.

(ix) (a) According to the records of the company, the company is regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Investor Education and Protection Fund, Provident Fund, Employees State Insurance, Service tax. Income tax were outstanding as at 31.03.2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, the Company does not have any Sales tax, Wealth tax, Service tax, Customs duty. Excise duty and cess which have not been deposited with the appropriate authority on account of any dispute.

(x) The company does not have accumulated losses at the end of the financial year, the company has not incurred cash losses during the current financial year and the immediately preceding financial year.

(xi) Based on our examination of documents and records maintained by the Company, the Company has not defaulted in payment of dues to Bank and financial institutions.

(xii) Based on our examination of documents and records maintained by the company, we are of the opinion that since the company has not granted any loan and advance on the basis of security by way of pledge of shares, debentures and other securities, it is not required to maintain records in respect thereof.

{xiii) In our opinion, the company is neither a chit fund nor nidhi/ mutual benefit fund/ society and hence clause 4 (xiii) of the Older is not applicable to the company.

{xiv) Based on our examination of records, we are of the opinion that the company has maintained proper records of the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other securities have been held by the company in its own name.

{xv} Based on our examination of the records, we are of the opinion that the company has not given guarantee for loans taken by others from banks or financial institutions.

{xvi) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long- term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

{xvii) During the year, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

{xviii} During the year the company had not issued any debentures.

{xix} During the year no money was raised by public issue.

{xx} According to the information and explanations given to us, we report no fraud on or by the company has been noticed or reported during the course of our audit.

For AVK & ASSOCIATES

Chartered Accountants

Parul Gupta

Partner

Place : Delhi FCA-095539

Dated : 30th May, 2012 Firm Registration No. 002638N


Mar 31, 2011

We have audited the attached Balance Sheet of MARGO FINANCE LIMITED as at March 31, 2011, the Profit & Loss Account and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors' Report) Order, 2003 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in the said order.

Further to our comments in annexure referred to in paragraph 1 above :

i) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

ii) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of the said books.

iii) The Balance Sheet, Cash Flow Statement and the Profit & Loss Account referred to in this report are in agreement with the books of account.

iv) In our opinion the Balance Sheet, Cash Flow Statement and the Profit & Loss Account comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

v) In our opinion, and based on information and explanations given to us none of the directors are disqualified as on 31st March, 2011 from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon in Schedule 13, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view :

a) In the case of Balance Sheet, of the State of affairs of the Company as at 31st March, 2011.

b) In the case of Profit & Loss Account, of the profit of the Company for the year ended on that date.

c) In the case of Cash Flow Statement of cash flows for the year ended on that date.

Annexure referred to in paragraph 1 of the Auditors' Report on the Accounts for the year ended 31st March, 2011.

(i) (a) The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, all the fixed assets have been physically verified by the management according to a regular program, which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

(ii) There is no inventory except the stocks under finance agreement, therefore the Clause No. (ii) (a), (b) and (c) of the order are not applicable to the company.

(iii) The company has not received unsecured loans from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, however the company has granted unsecured loans to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, details of which are furnished hereunder:

a) Following are the particulars of unsecured loans granted by the company:

S. Name of the Party Amount Year end Maximum Balance Balance No. (Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs)

1. Rini Investment & Finance Pvt. Ltd. 2.30 0.70 1.50

2. Skyrise Properties Private Limited Nil 127.56* 127.56*

* Including Interest

In our opinion, rate of interest and other terms and conditions on which the loans have been received and granted are not prima facie prejudicial to the interest of the company.

Parties to whom loans have been granted have repaid the principal amount as per stipulation, wherever applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets. During the course of our audit, no major weakness has been noticed in the internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information given to us, the company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975.

(vii) In our opinion, the company has an adequate internal audit system commensurate with the size and the nature of its business.

(viii) The provisions of Section 209(1 )(d) of the Companies Act, 1956 regarding maintenance of cost records are not applicable to the company.

(ix) (a) According to the records of the company, the company is regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, were outstanding as at 31.03.2011 for a period of more than six months from the date they became payable.

(x) The company does not have accumulated losses at the end of the financial year. The company has not incurred cash losses during the current financial year and in the immediately preceding financial year.

(xi) Based on our examination of documents and records maintained by the Company the Company has not defaulted in payment of dues to Bank.

(xii) Based on our examination of documents and records maintained by the company, we are of the opinion that since the company has not granted any loan and advance on the basis of security by way of pledge of shares, debentures and other securities, it is not required to maintain records in respect thereof.

(xiii) In our opinion, the company is neither a chit fund nor nidhi / mutual benefit fund / society and hence clause 4 (xiii) of the order is not applicable to the company.

(xiv) Based on our examination of records we are of the opinion that the company has maintained proper records of the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other securities have been held by the company in it's own name.

(xv) Based on our examination of the records, we are of the opinion that the company has not given guarantee for loans taken by others from banks or financial institutions.

(xvi) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investments. No long-term funds have been used to finance short-term assets except permanent working capital.

(xvii) During the year the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xviii) During the year the company had not issued any debentures.

(xix) During the year no money was raised by public issue.

(xx) According to the information and explanations given to us, we report no fraud on or by the company has been noticed or reported during the course of our audit.

For AVK & ASSOCIATES Chartered Accountants

Parul Gupta Partner FCA- 095539 Firm Registration No. 002638N

Place : Mumbai Dated : 17th May, 2011




Mar 31, 2010

We have audited the attached Balance Sheet of MARGO FINANCE LIMITED (formerly Indocount Finance Limited) as at March 31, 2010, the Profit & Loss Account and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in the said order.

Further to our comments in annexure referred to in paragraph 1 above :

i) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

ii) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of the said books.

iii) The Balance Sheet, Cash Flow Statement and the Profit & Loss Account referred to in this report are in agreement with the books of account.

iv) In our opinion the Balance Sheet, Cash Flow Statement and the Profit & Loss Account comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

v) In our opinion, and based on information and explanations given to us none of the directors are disqualified as on 31st March, 2010 from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon in Schedule 13, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view :

a) In the case of Balance Sheet, of the State of affairs of the Company as at 31st March, 2010.

b) In the case of Profit & Loss Account, of the profit of the Company for the year ended on that date.

c) In the case of Cash Flow Statement of cash flows for the year ended on that date.

Annexure referred to in paragraph 1 of the Auditors Report on the Accounts for the year ended 31st March, 2010.

(i) (a) The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, all the fixed assets have been physically verified by the management according to a regular program, which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

(ii) There is no inventory except the stocks under finance agreement, therefore the clause No. (ii) (a), (b) and (c) of the order are not applicable to the company.

(Hi) The company has granted and taken unsecured loans to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

a) Following are the particulars of unsecured loans taken by the company:

S. Name of the Party Amount Yearend Balance Maximum Balance No. (Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs)

1 Indocount Securities Limited 10.75 Nil 11.28

b) Following are the particulars of unsecured loans granted by the company:

S. Name of the Party Amount Yearend Balance Maximum Balance

No. (Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs)

1. Indocount Securities Limited 5.42 Nil 5.42

2. Rini Investment & Finance Pvt. Ltd. Nil Nil 0.05

3. Skyrise Properties Private Limited Nil 127.56* 127.56*

* Including Interest

In our opinion, rate of interest and other terms and conditions on which the loans have been received and granted are not prima facie prejudicial to the interest of the company.

Parties to whom loans have been granted have repaid the principal amount as per stipulation, wherever applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets. During the course of our audit, no major weakness has been noticed in the internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information given to us, the company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975.

(vii) In our opinion, the company has an adequate internal audit system commensurate with the size and the nature of its business.

(viii) The provisions of Section 209(1 )(d) of the Companies Act, 1956 regarding maintenance of cost records are not applicable to the company.

(ix) (a) According to the records of the company, the company is regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, were outstanding as at 31.03.2010 for a period of more than six months from the date they became payable.

(x) The company does not have accumulated losses at the end of the financial year, the company has not incurred cash losses during the current financial year and in the immediately preceding financial year.

(xi) Based on our examination of documents and records maintained by the Company the Company has not defaulted in payment of dues to Bank.

(xii) Based on our examination of documents and records maintained by the company, we are of the opinion that since the company has not granted any loan and advance on the basis of security by way of pledge of shares, debentures and other securities, it is not required to maintain records in "respect thereof.

(xiii) In our opinion, the company is neither a chit fund nor nidhi / mutual benefit fund / society and hence clause 4 (xiii) of the Order is not applicable to the company.

(xiv) Based on our examination of records we are of the opinion that the company has maintained proper records of the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other securities have been held by the company in its own name.

(xv) Based on our examination of the records, we are of the opinion that the company has not given guarantee for loans taken by others from banks or financial institutions.

(xvi) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

(xvii) During the year the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xviii) During the year the company had not issued any debentures.

(xix) During the year no money was raised by public issue.

(xx) According to the information and explanations given to us, we report no fraud on or by the company has been noticed or reported during the course of our audit.



For AVK & ASSOCIATES

Chartered Accountants

Parul Gupta

Partner

Place : Mumbai FCA-095539

Dated : 29th May, 2010 Firm Registration No. 002638N

 
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